NSEDisclosure under SEBI Takeover Regulations14 Jul 2026 · 14 Jul 2026, 02:19 pm

Disclosure under SEBI Takeover Regulations

Bharat Gears Limited · BHARATGEAR

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Bharat Gears Limited has submitted a disclosure under SEBI Takeover Regulations regarding a claim by Mr. Sameer Kanwar of beneficial interest in the company's shares, which is contested by the company and its chairman, and is currently sub-judice in the Delhi High Court.

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Bharat Gears Limited has Submitted to the Exchange a copy of Disclosure under Regulation 31(4) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

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EHANAT GCATTS UM]ITEE Regd. Office & Works : 20 K.Nr. Mathura Road PO. Box 328 PO. Amar Nagar, Faridabad - 121003 (Haryana) INDIA Ce.rrcd For life Tel. : +91 (129)428E888, E'mail i rnlo @ bglindia.com Corporate ldentity Number : 129130HR1971P1C034365 April 10, 2026 The Manager BSE Limited 1st Floor, New Trading Ring, Rotunda Building, PJ Towers, Dalal Street, Fort, Mumbai - 400 001. The Manager (Listing) The National Stock Exchange of lndia Limited Exchange Plaza, 5 Floor Plot No. C/1, G Block Bandra Kurla Complex Band ra (E), Mumbai- 400051 The Chairman, Audit Committee Bharat Gears Limited 20 K.M. Mathura Road, P.O. Box - 353, P.O. Amar Nagar, Faridabad - 121 003. Sub: Disclosure under Regulation 31(4) of the SEBI (Substantial Acquisition of shares and Takeovers) Regulations, 2011 Dear Sir/Madam, This clarification is in reference to the disclosure made by Mr. Sameer Kanwar vide e-mail dated 02nd April, 2026, under Regulation 31(4) ofthe SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. As per records ofthe Company, Mr. Sameer Kanwar holds Nil shareholding in the Company as on 31st March, 2026. Pertinently Mr. Sameer Kanwar has disclosed nil shareholding in Bharat Gears Limited vide disclosures made to stock exchanges and the audit committee for the Financial Year 2021 and 2022 under Regulations 31(4) ofthe SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for the financial year ended 31st March, 2021 and 315t March,2O22. Further similar disclosures like O2nd April, 2026 were made by Mr. Sameer Kanwar to stock exchanges and the audit committee for the financial year 31st March 2023, 31st March 2024 and 31't March 2025 respectively in respect to which appropriate clarificatons were given to the stock exchanges and the audit committee by emails dated 07th July 2023,20th June, 2024 and 09th April, 2025, respectively, wherein it was categorically stated that no beneficial interest of Mr. Sameer Kanwar exists in the shares of the company, the copies of these clarifications are already in the records and can be requirement. produced as per : isd: l\.4umbai Office : 14th Floor Hoechst House. Nanman Point, Mumbai - 400 021 lN dfr} ret.. +9'l(2212283 2370, Fax :+91-\22) 2282 '1465, Email: info@bharatgears. fis::lglr- Mumbra Works : Kausa Shil. Mumbra Distt. Thane-400 612, (i,4aharashtra) lN ret +91(221253\ 2034,2535 7500, Fax: +91\22) 2535 1651 www.bharatgears com BHATIAT GCANE UM]|TEII Regd. Office & Works 20 K.M Mathura Road. PO Box 328 PO. Amar Nagar. Faridabad - 121003(Haryana) INDIA Ceared for life Tel. +91 (129) a288888, E-marl : inlo@bglindia com Corporate ldentity Number : 129130HR1971P1C034365 Fu rther, as per the latest Shareholding pattern of the Company as on 31st March, 2026, the shareholding of the Promoter group and Public is as under: PROMOTER/PROMOTER GROUP SHAREHOLDING PATTERN S.no Name of Shareholder No. of Shares % of Shareholding 1. Late Dr. Raunaq Singh 907 0.00 z. Su rind er Paul Kanwar s6,80,989 37.00 3. Sachit Kanwar 1,000 0.01 4. Raunaq lnternational Limited 2,59,206 1.69 (Formerly known as Raunaq EPC lnternational Limited) 5. Ultra Consultants Private Limited 2L,63,L93 1-4.09 6. Vibrant Reality lnfra Private Limited 2,27,800 1.44 7. Clip-Lok Simpak (lndia) Private 1,68,315 1.10 Limited Total 84,95,410 s5.32 PUBLIC SHAREHOLDING 68,59,648 44.68 Grand Total 1,53,55,0s8 100.00 It may kindly be noted that there has not been any transfer of shares from the Promoter group to Mr. Sameer Kanwar nor is any share transfer application lodged by him since his last disclosures of NIL Shareholding in the Company for the financial year 2021-22 and from the shareholding pattern as on 31st March, 2025 as shown in the table above. However, the Company has received BEN - 1 form from Mr. Sameer Kanwar claiming beneficial interest in the shares ofthe Company under Section 89 ofthe Companies Act, 2013. Further, the Company has taken confirmation from Mr. Surinder Paul Kanwar, Chairman and Managing Director that he has not created any beneficial interest with regard to his shareholding in the company in favour of Mr. Sameer Kanwar either directly or indirealy. The frivolous claim of Mr. Sameer Kanwar is contested by Mr. Surinder Paul Kanwar in the Hon'ble Delhi High Court and the matter is sub-judice. Accordingly, the Company basis, Mr. Sameer kanwar's own disclosure for the FY 2022 to the Stock Exchange and Audit Committee as stated above and Mr. Surinder Paul Kanwar confirmation, has replied to Mr. Sameer Kanwar that the Company cannot consider BEN-1 as the alleged MOFS is sub-judice in the Delhi High Court. Based on the above, it is clear that Mr. Sameer Kanwar holds no share in the Company and any such claims of Mr. Sameer Kanwar made in the declaration dated 02nd April, 2026 are frivolous and misleading. The necessary clarification of the same has also been shared with the Audit Committee of the Company along with your good office for your records. l\,4umbai Office : 14th Floor Hoechsl House, Nariman Point. l\,4umbai - 400 021 lN Iel.: +91\22) 2283 2370, Fax .+91-(22) 2282 1465. Email. info@bharatgears Mumbra Works : Kausa Shil, Mumbra. Distt. Thane-400 6'12, ([,laharashtra) lN rel : +911221253s 2034, 2535 7500, Fax: +91(22) 2535 1651 www.bharatgears.com BIIATIAT GEANS UM]ITEE Regd. Office & Works : 20 K.M. l\,lathura Road. PO. Box 328 PO. Amar Nagar, Faridabad - 121003 (Haryana) INDIA Gealed For liFe Tel. . +91 (129) 4288888, E-mail : inlo@ bglindia.com Corporate ldentity Number : 129130HR1971P1C034365 The interpretation provided by Mr Sameer Kanwar regarding the order ofthe Hon'ble court dated 12th March,2024 is prima facie incorrect, misleading and with malafide intent since he is one of the contesting parties in the suit wherein the order dated 12th March, 2024 came to be passed. The interpretation provided by Mr Sameer Kanwar is a figment of imagination, viz., the scope and purport of the said order. The scope and purport of the order dated 12th March, 2024, is limited to the extent that the business interests of the company are not to be jeopardised and developments, viz., fresh projects to be undertaken, are not hampered. The Hon'ble Court in the order has categorically recorded in Paragraph 5, which is as follows: "...............The sons ond the fother ore Joint Monoging Directors of the Company but the shores belono to the fother........." ln view of the above, it is clear that Mr. Sameer Kanwar holds no share in the Company and any such claims of Mr. Sameer Kanwar made in the declaration dated 02nd April, 2026, are incorrect, frivolous and malafide. Thanking You, ffi Yours Faithfully, For Gears Limited Prashant Corporate Head Legal and Company Secretary Mr. Surinder Paul Kanwar Chairman and Managing Director Mumbai Office: 14th Floor Hoechst House, Nariman Point, Mumbai - 400 021 tNDtA *nl fel.. +91(22) 2283 2370, Fax .+91]'22) 2282 1465, Email: info@bharatgears.com Mumbra Works : Kausa Shil, N,lumbra. Distl. Thane-400 612, (Maharashtra) IND|A Tel. +91(22) 2535 2034,2535 7500. Fat<. +91(22) 2535 1651 www.bharatgears.com